UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
 
FORM 10-K
(Amendment No. 2)
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: November 30, 2012
 
or
 
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________________ to __________________
 
Commission File Number 000-53400
 
TAP RESOURCES, INC.
(Formerly Fresh Start Private Holdings, Inc.)
 (Exact name of registrant as specified in its charter)
 
Nevada      20-588600
(State or other jurisdiction    (IRS Employer
of incorporation or organization)    Identification No.)
     
  112 North Curry Street Carson City, Nevada            89703
(Address of principal executive offices)   (Zip Code)
 
Registrant's telephone number, including area code: (775) 321-8267
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes o No x
 
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No o
 
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes x No o
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity: As of March 14, 2013, the aggregate value of voting and non-voting common equity held by non-affiliates was approximately $20,360,357.70.
 
 
 
 
 
TABLE OF CONTENTS
 
      Page Number  
 
PART I
     
         
Item 1
Business   
    3  
Item 1A
Risk Factors   
    13  
Item 1B 
Unresolved Staff Comments 
    13  
Item 2
Properties 
    13  
Item 3
Legal Proceedings 
    13  
Item 4
Submission of Matters to a Vote of Security Holders
    13  
           
 
PART II
       
           
Item 5 
Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
    14  
Item 6 
Selected Financial Data 
    15  
Item 7  
Management's Discussion and Analysis of Financial Condition and Results of Operation
    15  
Item 7A 
Quantitative and Qualitative Disclosure about Market Risk
    16  
Item 8 
Financial Statements and Supplementary Data
    17  
Item 9A(T)
Controls and Procedures  
    28  
Item 9B  
Other Information  
    29  
           
 
PART III
       
           
Item 10 
Directors, Executive Officers and Corporate Governance  
    30  
Item 11
Executive Compensation   
    32  
Item 12
Security Ownership of Certain Beneficial Owners and Management  
    32  
Item 13 
Certain Relationships and Related Transactions and Director Independence  
    32  
Item 14 
Principal Accounting Fees and Services  
    33  
           
 
PART IV
       
           
Item 15 
Exhibits and Financial Statement Schedules   
    33  

 
2
 
 
PART 1
 
ITEM 1.  BUSINESS
 
ORGANIZATION WITHIN THE LAST FIVE YEARS
 
We are an exploration stage originally incorporated as River Exploration, Inc. on November 1, 2006, to engage in the business of natural resource exploration. On June 3, 2009, the Company effected a 45-for-1 forward stock split. On January 28, 2010, the Company changed its name from River Exploration, Inc. to Fresh Start Private Holdings, Inc. On May 13, 2010, the Company effected a 250-for-1 reverse stock split. On July 31, 2012, the Company changes its name to Tap Resources, Inc.
 
At formation on November 1, 2006, the company planned to explore and potentially develop two mineral claims in the Pretty Girl Claim Group in the Golden Mining Division of British Columbia, Canada, under a mineral property option agreement with Andrew Aird, Tap Resources’s President and sole director, granting the mineral property option to the Company. On June 30, 2009, the Company’s right to exercise its option to acquire the rights to two mineral claims in the Pretty Girl Claim Group expired.
 
On September 12, 2012, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with selling stockholders named in our Registration Statement on Form S-1 (File No. 333-185102), filed with the SEC on November 21, 2012. pursuant to which the Company offered and sold an aggregate of 90,000,000 shares of common stock to all the stockholders of Infinity Resources, Inc., a Nevada corporation (“Infinity”), on a pro rata basis based upon their respective beneficial ownership interest in Infinity Resources, as consideration for all of the issued and outstanding shares of common stock of Infinity held by all the stockholders of Infinity. The Form S-1 is still in review with the SEC and not yet effective.
 
As a result of the consummtion of the Share Exchange Agreement (i) Infinity became a wholly-owned subsidiary of the Company, and the mineral exploration business of Infinity is now the primary business of the Company, and (ii) the stockholders of Infinity immediately prior to the consummation of the Share Exchange Agreement now hold approximately 99.6% of the shares of common stock of the Company.
 
The Company has never been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. Since our formation on November 1, 2006, we have always been engaged in the business of natural resource exploration.
 
IN GENERAL
 
We are an exploration company organized to enter into the mining industry to explore for commercially viable mineral deposits. We do not have any mineral reserves.
 
We have not initiated our exploration program or realized any revenues to date. There is no assurance that a commercially viable mineral deposit, or reserve, exists on our claims or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility. Currently, we do not have sufficient funds to enable us to commence or complete our exploration program. We will require financing to commence and complete our exploration program, as described in the Sections entitled “Description of Business” and “Management’s Discussion and Analysis of our Financial Condition and the Results of our Operations.”
 
As of the date of this Form 10-K we have spent no funds on research and exploration of the claims. We have completed Phase 1 of our exploration program. We have not completed Phase 2, and we estimate that Phase 2 will cost approximately $210,000 to complete. We have not yet commenced work on Phase 3, which will cost approximately $1,000,000 to complete. We do not presently have the funds necessary to complete Phase 2 or commence Phase 3.
 
 
3
 
 
Our intent is to complete Phase 2 and commence Phase 3 of the exploration phase of our business plan based upon the success of this offering and a specific timetable.
 
Our business office is located at Freonstraat 29, Parimaribo, Republic of Suriname and our telephone number is +597 883-6954 and our fax number is (775) 981-9191. Our United States and registered statutory office is located at 112 North Curry Street, Carson City, Nevada, 89703.
 
As of the date of this Form 10-K, we have raised $90 through the sale of our common stock. There is $969 of cash on hand in the corporate bank account. The company currently has liabilities of $144,213, represented by expenses accrued during its start-up. In addition, the company anticipates incurring costs associated with this offering totaling approximately $11,208. As of the date of this Form 10-K, we have generated no revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of the company filed with this Form 10-K.
 
We have not earned any revenues to date. Our independent auditor has issued an audit opinion which includes a statement raising substantial doubt as to our ability to continue as a going concern. The source of information contained in this discussion is our geology report prepared by Eriaan Wirosono, dated June 2011.
 
There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of gold. We are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mineral claims, that we will discover commercially exploitable levels of mineral resources on our property, or, if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final determination can be made as to whether our mineral claims possess commercially exploitable mineral deposits. If our claim does not contain any reserves all funds that we spend on exploration will be lost.
 
ACQUISITION OF RIGHTS TO THE MAROWIJNE PROPERTY
 
On September 12, 2012, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with selling stockholders named in the Form S-1 (File No. 333-185102), pursuant to which the Company offered and sold an aggregate of 90,000,000 shares of common stock to all the stockholders of Infinity Resources, Inc., a Nevada corporation (“Infinity”), on a pro rata basis based upon their respective beneficial ownership interest in Infinity Resources, as consideration for all of the issued and outstanding shares of common stock of Infinity held by all the stockholders of Infinity.
 
The Company obtained its rights in the Marowijne Property by way of its wholly-owned subsidiary, Infinity Resources Inc., a Nevada corporation (“Infinity”), which entered into a Mineral Right Partnership Agreement (the “Mineral Right Partnership Agreement”) dated May 30, 2012 by and between Infinity and Surmi Company N.V., a Surniame “naamloze vennootschap” or “public company” (“Surmi Company”), and Infinity. Under the Mineral Right Partnership Agreement, as amended, Surmi Company granted to Infinity, the exclusive right and option (the “Property Option”) to acquire an undivided 100% of the right, title and interest in and to the mineral claim, titled GMD No. 484/10, underlying the Marowijne Property. The holder of the mineral claim, titled GMD No. 484/10, underlying the Marowijne Property, has the right to explore for gold the subject of mineral claim GMD No. 484/10.
 
In order to have the right to exercise its Property Option, Infinity must incur exploration expenditures of not less than US $225,000 on or before December 31, 2013, not less than $125,000 on or before December 31, 2014. Additionally, Infinity must pay to Surmi Company US $25,000 per annum for so long as Surmi Company holds any interest in the mineral claim underlying the Marowijne Property. If and when Infinity exercises its option, then Infinity must pay a royalty of 10% of net proceeds from mining activity to Surmi Company bi-annually and within 30 days after the end of the second and fourth quarters. As of the date of this Form 10-K, Infinity is in compliance with the terms of the Mineral Right Partnership Agreement.
 
Mineral claim GMD No. 484/10, underlying the Marowijne Property is in good standing until October 14, 2013. The claim is registered in the name of Surmi Company.
 
 
4
 
 
We engaged Dr. Dennis LaPoint, a registered professional geologist, to prepare a preliminary N.I. 43-101 to prepare a geological evaluation report on the Marowijne Property. Dr. LaPointe is a registered Geologist in North Carolina, South Carolina and Tennessee, and he holds a B.Sc in geology from the University of Iowa, a Masters of Science degree from the University of Montana and a PhD in geology from the University of Colorado.
 
Dr. LaPoint has retained an advisor, Eriaan Wirosono, to oversee on-site exploration of the Marowijne Property. Work completed by Mr. Wirosono to date includes preparing the geological report of a review of geological data from previous exploration within the region around the Marowijne Property. The acquisition of this data involved the research and investigation of historical files to locate and retrieve data information acquired by previous exploration companies in the area of the mineral claims.
 
We received the geological evaluation report on the Marowijne Property entitled “Marowijne Property Review Report” prepared by Mr. Wirosono on September 11, 2012. The geological report summarizes the results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration. The geological report also gives conclusions regarding potential mineralization of the mineral claims and recommends a further geological exploration program on the mineral claims. The description of the Marowijne Property provided below is based on Mr. Wirosono’s report.
 
DESCRIPTION OF PROPERTY
 
The primary commodity being explored for on the Marowijne Property is gold. Exploration in the past consisted of geological mapping, prospecting, airborne and ground magnetic and electromagnetic surveys and some soil sampling. The quality assurance program associated with the sampling data of the Company is the Canadian “National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101).”
 
The concession of the Marowijne Property, located in Suriname, consists of approximately 7,008 hectares located west and adjacent to the Marowijne River, in Surname, and north to the concession of Surgold-Newmont. From Paramaribo, access to the concessions is by truck or bus using the asphalt road all the way towards Moengo City. At this point, an all weathered laterite dirt road better known as the Patamacca road leads south wards all the way to Snesie Kondre. The entrance point however is located at one and a half hour from Moengoe at the Patamacca main road at around 47 kilometers distance.
 
 
5
 
 
 
Figure 1: Marowijne Property claims.
 
Regional Geology
 
The Regional geologic map of Suriname (illustrated in figure 2) shows that the concession can mainly be divided into 2 major units, alternating Meta Graywacke with meta-volcanics locally intruded by Muscovite-Biotite Granitoid. DEM image map also indicates a regional belt of mountain range stiking at NNW-SSE throughout the eastern half of the concession area. However this area could not be investigated due to the absence of any road trails and limited time that was available. Regolith to the west in which a walktrail could be followed composed primarily of grayish to slightly reddish soil often overlayed by a layer of pisoliths or laterite nodules. However no outcrops was noticed and recorded during this project.
 
 
6
 
 
 
Figure 2: Regional geology surrounding the Marowijne Property.
 
 
Figure 3: DEM in the surrounding area of the Marowijne Property.
 
 
7
 
 
 
Figure 4: Total Magnetic Intensity map by Terraquest.
 
 
8
 
 
 
Figure 4: Location of Marowijne Property in Suriname.
 
PROPERTY HISTORY
 
There is no documented prior exploration of the Marowijne Property.
GOLD PANNED CONCENTRATE SAMPLING PROCEDURES
 
Pan samples in the field at the Marowijne Property were prepared using the following procedure:
 
1) Collection of a minimum of ½ pale of gravel material to be panned.
2) A small drainage area of running water, 30-40cm depth iwas prepared Selecting a proper site to do panning.
3) Filling up Pan/Bate with the collected gravel without losing any samples
4) Breaking of lumps and washing out mud or clay in the pan under water.
5) Removal of pebbles of rocks and coarse gravel.
6) Allowing the gold and other heavy material to settle regularly by shaking the pan thoroughly from side to side.
7) Removal of excess sand and gravel from pan using circular motion.
8) Visually Examination of remaining heavy minerals and gold content at the end.
9) All recovered heavy minerals and gold particles should be placed into small ziplock bags with its sample number.
10) At each collection site, the sampler assigned a unique number to the sample, records the date, UTM location coordinates, sample type, weight or size, material sampled, size and flow direction of stream, maximum clast size in stream, the presence/absence of quartz vein material, and any other information pertinent to the sample
 
All information retrieved during pan sampling was recorded in the database illustrated below. From the database, thematic maps in mapinfo can be generated and evaluated.
 
 
9
 
 
In total 17 locations were evaluated by means of pan sampling during the recon project. The gold contents were visually inspected and counted and categorized as follow:
 
a. Nuggets
 
b. Flakes
 
c. Specks
 
d. Flour
 
From the first pan sampling work only one location indicated the presence of gold, located on the north western part of the concession adjacent to the border line. The rest were barren of which the concentrates were composed mostly of magnetite, staurolite and in lesser amount with quartz and zircon.
 
Additionally 7 grab, creek sediment samples were also collected while 1 grab sample of quartz float was obtained from the hill side. These samples have been sent to an assay lab located in Paramaribo, Suriname.
 
 
Figure 6: Compilation maps showing pan sample location
 
Blue dots in figure 6 illustrates locations where pan sampling were conducted
 
PRESENT PROPERTY CONDITION AND PERMITTING REQUIREMENTS
 
The Marowijne Property has no plant and equipment, infrastructure or other facilities, and there is currently minimum exploration of the Marowijne Property. We have incurred $177,589 in operating costs. We have completed Phase 1 of our exploration program. We have not completed Phase 2, and we estimate that Phase 2 will cost approximately $210,000 to complete. We have not yet commenced work on Phase 3, which will cost approximately $1,000,000 to complete. We do not presently have the funds necessary to complete Phase 2 or commence Phase 3.
 
 
10
 
 
There is no source of power on the Marowijne Property that can be utilized. The Marowijne River runs adjacent to the Marowijne Property.
 
Other than the Company maintaining its good standing under the laws of the Republic of Suriname at a cost of approximately $50 per year, no permits, licenses or approvals are required for us to perform the exploration activities on the Marowijne Property.
 
CONDITIONS TO RETAIN TITLE TO THE CLAIM
 
The Marowijne Property claim for exploration is in good standing until October 12, 2013. Republic of Suriname law does not require a yearly maintenance fee be paid to keep the exploration claim in good standing. The Ministry of Natural Resources of the Republic of Suriname has the sole discretion to grant an extension to the term of the Marowijne Property claim for exploration upon application by the Company no less than 30 days before expiration of the claim on October 12, 2013.
 
To keep the claim, the holder of the claim must have commenced mining operations within three months of the grant of the claim, which operations occurred. Second, the Head of the Geological Mining Service of the Ministry of Natural resources must have received a detailed work program with an ancillary schedule of the operations to be carried out, which work program was so received by the Head of the Geological Mining Service. Third, every three months the holder of the claim must have submitted a written report to the Head of the Geological Mining Service regarding the data and results obtained during or by the operations, which written reports have so been submitted. Fourth, the Head of the Geological Mining Service must have access to the claim site to verify activities of the holder of the claim, which access has so been provided.
 
The claim does not grant the right to commercially develop, remove, sell and otherwise control production of any mineralized material. Conditions are to commercially develop and sell mineralized material, including gold from the Marowijne Property, are determined on a discretionary basis by the Ministry of Natural Resources of the Republic of Suriname.
 
COMPETITIVE CONDITIONS
 
The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are a very early stage mineral exploration company and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other companies like ours for financing and joint venture partners. Additionally, we compete for resources such as professional geologists, camp staff, helicopters and mineral exploration supplies.
 
GOVERNMENT APPROVALS AND RECOMMENDATIONS
 
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Republic of Surinam generally.
 
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
 
We currently have no costs to comply with environmental laws concerning our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all work undertaken which causes sufficient surface disturbance to necessitate reclamation work. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills. Our initial programs do not require any reclamation or remediation other than minor clean up and removal of supplies because of minimal disturbance to the ground. The amount of these costs is not known at this time as we do not know the extent of the exploration program we will undertake, beyond completion of the recommended three phases described above. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic deposit is discovered.
 
 
11
 
 
EMPLOYEES
 
We currently have no employees other than our directors. We intend to retain the services of geologists, prospectors and consultants on a contract basis to conduct the exploration programs on our mineral claims and to assist with regulatory compliance and preparation of financial statements.
 
OUR EXECUTIVE OFFICES
 
Our executive offices are located at Freonstraat 29, Parimaribo, Republic of Suriname.
 
LEGAL PROCEEDINGS
 
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s mineral claim is not the subject of any pending legal proceedings.
 
 
12
 
 
ITEM 1A.  RISK FACTORS
 
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
 
ITEM 1B.  UNRESOLVED STAFF COMMENTS
 
We have unresolved comments from the staff (the “Staff”) of the Securities and Exchange Commission pursuant to a letter from the Staff to us, dated November 28, 2012, with respect to our Registration Statement on Form S-1. The letter stated that the Staff was not going to review the Form S-1 until the Company filed financial statements accounting for our acquisition of Infinity Resources Inc. as a reverse capitalization.
 
ITEM 2.  PROPERTIES
 
We do not own any real estate or other properties.
 
ITEM 3.  LEGAL PROCEEDINGS
 
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
 
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
 
13
 
 
PART II
 
ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
 
MISSION TO QUOTATION ON THE OTC BULLETIN BOARD
 
Our common stock is quoted on the OTC Bulletin Board under the symbol “TAPP.”
 
The following table sets forth, for the periods indicated, the high and low closing bid prices of our common stock. These prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.
 
   
Closing Bid Prices (1)
 
   
High
   
Low
 
             
Three Months Ended August 31, 2013
  $ 0.51       0.51  
Three Months Ended May 31, 2013
  $ 0.51     $ 0.51  
Three Months Ended February 28, 2013
  $ 0.51     $ 0.51  
Three Months Ended November 30, 2012
  $ 0.51     $ 0.51  
Three Months Ended August 31, 2012
  $ 0.51     $ 0.51  
Three Months Ended May 31, 2012
  $ 2.50     $ 2.50  
Three Months Ended February 28, 2012
  $ 2.50     $ 2.50  
Three Months Ended November 30, 2011
  $ 2.50     $ 2.50  
Three Months Ended August 31, 2011
  $ 2.50     $ 2.50  
Three Months Ended May 31, 2011
  $ 5.00       5.00  
Three Months Ended February 28, 2011
  $ 5.00       5.00  
___________________
(1)
The above table sets forth the range of high and low closing bid prices per share of our common stock as reported on the OTCBB for the periods indicated.
Our transfer agent is Signature Stock Transfer, 2632 Coachlight Court, Plano, Texas 75093, telephone number  (972) 612-4120 .
 
HOLDERS
 
As of the date of this Form 10-K the Company had 90,280,920 shares of our common stock issued and outstanding held by 43 holders of record.
 
The selling stockholders are offering hereby up to 40,000,000 shares of common stock at a price of $0.05 per share.
DIVIDEND POLICY
 
We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.
 
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
 
We have no equity compensation or stock option plans. We may in the future adopt a stock option plan as our mineral exploration activities progress.
 
 
14
 
 
ITEM 6.  SELECTED FINANCIAL DATA
 
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
 
ITEM 7.  MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.
 
This report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
 
The acquisition under the September 12, 2012 Share Exchange Agreement, has been treated as a recapitalization of Tap Resources, Inc with Infinity Resources, Inc as the accounting acquirer in accordance with the Reverse Merger rules.  As a result of the consummation of the Share Exchange Agreement Infinity became a wholly-owned subsidiary of the Company and the mineral exploration business of Infinity is now the primary business of the Company. As such the discussion on operations reflects that of the surviving entity for the period from inceptions (April 27, 2012) to November 30, 2012.
 
Our auditor's report on our November 30, 2012 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This doubt exists because we have not generated any revenues and no revenues are anticipated until we secure another mineral claim and begin removing and selling minerals. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground. See "November 30, 2012 Audited Financial Statements - Auditors Report."
 
As of November 30, 2012, Tap Resources had $969 of cash on hand. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for any planned exploration activities and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.
 
In order to maintain our status as a going concern we must raise additional proceeds of approximately $40,000 over the course of the next twelve months in order to cover expenses related to maintaining our status as a reporting company (legal, auditing, and filing fees) estimated at $35,000 and $5,000 to cover administrative costs.  In the event we negotiate mineral claims, in order to begin staged exploration activities, the Company will be required to raise additional capital. However, the Company cannot estimate the expense of staged exploration activities until such mineral claims have been identified. There is no assurance we will receive the required financing to complete our business strategies.  Even if we are successful in raising capital, we have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  If we are unable to accomplish raising adequate funds, it would be likely that any investment made into the Company would be lost in its entirety.
 
If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for a new exploration stage company to secure. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur exploration and administrative expenses as well as professional fees and other expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our exploration activities, which could harm our business, financial condition and operating results. Additional funding may not be available on favorable terms, if at all.
 
Total expenses from April 27, 2012 through in the fiscal year ending November 30, 2012 were $8,560 resulting in an operating loss in the fiscal year of $8,560. The operating loss for the period is a result of Office and general expense of $19, Filing fees of $4,139, Transfer agent fees of $210 and Professional fees in the amount of $4,192.
 
 
15
 
 
The Company has received $50,002 as a loan from two shareholders of the Company. The loans ($48,092 and $1,910) are unsecured, payable on demand and bear no interest.
 
On November 1, 2012, two third party lenders forgave all debts owing to them by the Company for all advances/shareholders loans totalling $36,896.  All these sums are reflected as a credit to additional-paid-in-capital.
 
PLAN OF OPERATION
 
Our plan of operation for the twelve months following the date of this Form 10-K is to carry on with phase 2 of the exploration program on our concession.  In addition to the $146,007 that has been spent on the first two phases of the exploration program as outlined below, we anticipate spending an additional $16,000 on general and administration expenses including fees payable in connection with the filing of our registration statement and complying with reporting obligations, and general administrative costs.  Total expenditures over the next 12 months are therefore expected to be approximately $49,569.  If we experience a shortage of funds prior to funding we may utilize funds from our directors, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

Phase One - Started January 2012, Our Plan of Operation was to hire a registered geologist, We found and hired Dr. Dennis LaPoint. Under Dr. LaPoint we began a preliminary N.I. 43-101 report. It was determined that we would need a Aeromagnetic Gradient, Radiometric & Optional XDS VLF-EM survey. Also we would need a Ground crew to scout and survey the concession, We hired Si-Omega, A Suriname based contracting company that has a positive track record with other exploration companys in Suriname such as Newmont mining.

Phase Two - Started in February of 2012, Terra Quest Ltd (a Canadian Geophysical exploration company) was hired to complete the Aeromagnetic Gradient, Radiometric & Optional XDS VLF-EM survey. Terra Quest Ltd had completed the survey July 11, 2012 and submitted the report “Operation Report for SURMI N.V.” and related maps by September 15, 2012. Based on the survy Dr. LaPoint directed Si-Omega to visit the property and begin preliminary exploration on the west side of the concession. In February of 2013 Dr. LaPoint directed Si-Omega and crews to begin preliminary exploration on the east side of concession. To date Phase 1-2 have cost approximately $146,007 in exploration costs.

The next goals in Phase 2 will be to find a reasonable drill target, Those decisions will be made by a qualified geologist. We estimate spending an additional $210,000 to complete Phase 2.

Phase 3 of our plan of operation will be to diamond drill test on the Marowijne Property.  We expect this phase to cost approximately $1,000,000.

The above costs are management’s estimates based upon the recommendations of the professional geologist’s report and the actual project costs may exceed our estimates. 

We will require additional funding to proceed with Phase 2 and Phase 3 work on the concession. We have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program.
 
We do not anticipate the purchase or sale of any plant or equipment.
 
We do not anticipate hiring any employees. Any work on any mineral claims will be conducted by unaffiliated independent contractors.
 
OFF BALANCE SHEET ARRANGEMENTS
 
As of the date of this annual report, the current funds available to the Company will not be sufficient to continue operations. The cost to maintain the Company and begin operations has been estimated at $75,800 over the next twelve months and the cost of maintaining its reporting status is estimated to be $35,000 over the same period. Our officer and director, Mr. Aird has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this undertaking. Management believes if the Company cannot raise sufficient revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.
 
There are no other off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue, or expenses and/or result of operations.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
 
 
16
 
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 
 
 
 
 
 
 
TAP RESOURCES, INC
 
( F.K.A  Fresh Start Private Holdings, Inc.)
 
(An Exploration Stage Company)
 
CONSOLIDATED FINANCIAL STATEMENTS
 
November 30, 2012
 
(Audited)
 
 
 
 

 
17
 
 
Office Locations
Las Vegas, NV
New York, NY
Pune, India
Beijing, China
   
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders
Tap Resources Inc.
 
We have audited the accompanying balance sheet of Tap Resources Inc. (An Exploration  Stage Company) as of November 30, 2012 and the related statement of operations, stockholder’s deficit, and cash flows from inception (April 27, 2012) to November 30, 2012. Tap Resources Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tap Resources Inc. (An Exploration Stage Company) as of November 30, 2012 and the result of its operations and its cash flows from inception (April 27, 2012) to November 30, 2012, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ De Joya Griffith, LLC
Henderson, Nevada
March 13, 2013
 
 
18
 
TAP RESOURCES, INC
(F.K.A  Fresh Start Private Holdings, Inc.)
 (An Exploration Stage Company)
 
CONSOLIDATED BALANCE SHEET
(Audited)
 
   
November 30,
2012
 
       
ASSETS
       
CURRENT ASSETS
     
     Cash
  $ 969  
         
TOTAL CURRENT ASSETS
    969  
         
TOTAL ASSETS
  $ 969  
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
         
CURRENT LIABILITIES
       
Accounts payable and accrued liabilities
  $ 78,645  
     Loan from shareholders (Note 5)
    50,002  
         
TOTAL LIABILITIES
    128,647  
         
STOCKHOLDERS’ DEFICIT
       
Capital stock (Note 7)
       
Authorized
       
200,000,000 shares of common stock, $0.001 par value,
       
Issued and outstanding
       
90,280,920 shares of common stock, $0.001 par value
    90,281  
Additional paid-in capital
    36,896  
Deficit accumulated during the exploration stage
    (254,855 )
         
TOTAL  STOCKHOLDERS’ DEFICIT
    (127,678 )
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ 969  
 
The accompanying notes are an integral part of these financial statements.

 
19
 

TAP RESOURCES, INC
(F.K.A  Fresh Start Private Holdings, Inc.)
 (An Exploration Stage Company)
 
CONSOLIDATED STATEMENT OF OPERATIONS
(Audited)
 
   
April 27, 2012
 (inception) to
 November 30,
 
   
2012
 
       
GENERAL AND ADMINISTRATIVE EXPENSES
 
     Office and general
  $ 19  
     Filing fees
    4,139  
     Transfer agent
    210  
Professional fees
    4,192  
         
NET OPERATING LOSS
    (8,560 )
         
NET LOSS
  $ (8,560 )
BASIC LOSS PER COMMON SHARE
  $ (0.00 )
         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC
      90,102,270  
 
The accompanying notes are an integral part of these financial statements.
 
 
20
 
 
TAP RESOURCES, INC
(F.K.A  Fresh Start Private Holdings, Inc.)
 (An Exploration Stage Company)
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE PERIOD FROM INCEPTION (APRIL 27, 2012) TO NOVEMBER 30, 2012
(Audited)
 
   
Common Stock
    Additional
Paid-in Capital
    Deficit Accumulated During the
Exploration Stage
   
Total
 
   
Number of shares
   
Amount
             
                               
Shares issued for cash   at $0.000 per share, April 27, 2012
    90,000,000     $ 90,000     $ -     $ (89,910 )    $ 90  
                                         
Shares issued as part of the
                                       
share exchange agreement September 12, 2012, recapitalization
    280,920       281       -       (156,386 )     (156,105 )
                                         
Debt forgiveness former officers -
                                       
November 1, 2012 (Note 6)
    -       -       36,896       -       36,896  
                                         
Net loss for the period
    -       -       -       (8,560 )     (8,560 )
                                         
Balance, November 30, 2012
    90,280,920     $ 90,281     $ 36,896     $ (254,856 )   $ (127,679 )
 
The accompanying notes are an integral part of these financial statements.
 
 
21
 
 
TAP RESOURCES, INC
(F. K. A  Fresh Start Private Holdings, Inc.)
 (An Exploration Stage Company)
 
CONSOLIDATED STATEMENT OF CASH FLOWS
(Audited)
 
   
Inception
(April 27, 2012) to
November 30,
 2012
 
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
     Net loss
  $ (8,560 )
     Adjustments to reconcile net loss to net cash used in operating activities:
       
Changes in operating assets and liabilities:
       
     Accounts payable and accrued liabilities
    7,018  
         
NET CASH USED IN OPERATING ACTIVITIES
    (1,542 )
         
CASH FLOWS FROM INVESTING ACTIVITIES
       
     Cash assumed from share exchange agreement
    511  
NET CASH PROVIDED BY INVESTING ACTIVITIES
    511  
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
     Proceeds on sale of common stock
    90  
     Related party advances
    1,910  
NET CASH PROVIDED BY FINANCING ACTIVITIES
    2,000  
         
NET INCREASE (DECREASE) IN CASH
    969  
         
CASH, BEGINNING
    -  
         
CASH, ENDING
  $ 969  
SUPPLEMENTAL CASH FLOW INFORMATION        
Cash paid during the period for:
     
     Interest
  $ -  
     Income taxes
  $ -  
NON CASH INVESTING AND FINANCING ACTIVITY
       
         
     Accrued liabilities assumed from share exchange agreement
  $ (71,627 )
     Related party loan assumed from share exchange agreement
  $ (84,988 )
     Forgiveness of former officers loans
  $ 36,896  
 
The accompanying notes are an integral part of these financial statements.
 
 
22
 
 
TAP RESOURCES, INC
(F.K.A Fresh Start Private Holdings, Inc.)
 (An Exploration Stage Company)
CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2012
 (Audited)
 
 
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Fresh Start Private Holdings, Inc. (the “Company”) was incorporated in the State of Nevada on November 1, 2006. On July 31, 2012 the Company changed its name to TAP RESOURCES, INC.  We are an exploration stage company, with a mining exploration project (the “Marowijine Project”) in the Republic of Suriname that has not realized any revenues to date.
 
On September 12, 2012, the Company entered into a Share Exchange Agreement (the ‘Share Exchange Agreement”) which resulted in a Reverse Takeover with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 90,000,000 shares of common stock to all the stockholders of Infinity Resources, Inc., a Nevada corporation (“Infinity”), incorporated in the State of Nevada, on April 27, 2012. The acquisition has been treated as a recapitalization of Tap Resources, Inc with Infinity Resources, Inc as the accounting acquirer in accordance with the Reverse Merger rules.  As a result of the consummation of the Share Exchange Agreement Infinity became a wholly-owned subsidiary of the Company and the mineral exploration business of Infinity is now the primary business of the Company.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going concern
 
To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $8,560. As at November 30, 2012, the Company has a working capital deficit of $127,678. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its mineral exploration business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
 
Cash and Cash Equivalents
 
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company's bank accounts are deposited in insured institutions.
 
Basic Income (Loss) Per Share
 
The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As the company does not have any dilutive shares outstanding as on November 30, 2012, the accompanied financial statements present only Basic loss per share
 
 
23
 
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
 
The Company follows the liability method of accounting for income taxes in accordance with FASB accounting standards for Accounting for Income Taxes and Accounting for Uncertainty in Income Taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Mineral Property Expenditures
 
The Company is primarily engaged in the acquisition, exploration and development of mineral properties.
 
Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.  In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.
 
Mineral property exploration costs are expensed as incurred. Mineral property explorations costs include but not limited to, geophysical surveys, soil sampling, trenching, geologist costs, drilling and assaying of core samples.
 
When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized.
 
Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
 
As of the date of these financial statements, the Company has incurred only property option payments and exploration costs which have been expensed.
 
To date the Company has not established any proven or probable reserves on its mineral properties.
 
Asset Retirement Obligations
 
In accordance with accounting standards for asset retirement obligations (ASC 410), the Company records the fair value of a liability for an asset retirement obligation (ARO) when there is a legal obligation associated with the retirement of a tangible long-lived asset and the liability can be reasonably estimated. No ARO’s associated with legal obligations to retire oil and gas properties have been recognized, as indeterminate settlement dates for the asset retirements prevent estimation of the fair value of the associated ARO. The Company performs periodic reviews of its oil and gas properties long-lived assets for any changes in facts and circumstances that might require recognition of a retirement obligation.
 
 
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NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value of financial instruments
 
The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities.
 
Stock-based Compensation
 
The Company accounts for stock-based compensation issued to employees based on FASB accounting standard for Share Based Payment. It requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award – the requisite service period (usually the vesting period). It requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.
 
The scope of the FASB accounting standard includes a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans.
 
As at November 30, 2012 the Company had no stock-based compensation plans nor had it granted any stock options.  Accordingly no stock-based compensation has been recorded to date.
 
Recent pronouncements
 
The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statements.
 
NOTE 3 – ACQUISITION - INFINITY RESOURCES, INC.
On September 12, 2012, the Company entered into a Share Exchange Agreement (the ‘Share Exchange Agreement”), which resulted in a Reverse Takeover,  with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 90,000,000 shares of common stock to all the stockholders of Infinity Resources, Inc., a Nevada corporation (“Infinity”), on a pro rata basis based upon their respective beneficial ownership interest in Infinity Resources, Inc., as consideration for all of the issued and outstanding shares of common stock of Infinity held by all the stockholders of Infinity. (Refer Note 7)
 
As a result of the consummation of the Share Exchange Agreement Infinity became a wholly-owned subsidiary of the Company and the mineral exploration business of Infinity is now the primary business of the Company, and the stockholders of Infinity immediately prior to the consummation of the Share Exchange Agreement now hold approximately 99.6% of the shares of common stock of the Company.
 
 
25
 
 
NOTE 4 – MAROWIJNE RIVER – MINERAL RIGHTS PARTNERSHIP AGREEMENT
On May 30, 2012 Infinity Resources, Inc. (“Infinity”) entered in to a Mineral Rights Partnership Agreement with Surmi Company N.V. (“Surmi”) to acquire the exclusive right and option to an undivided 100% of the right, title and interest in and the property located in the district of Sipaliwini, along the left bank of Marowijine River in the Brokopondo mining district of Suriname, South America, under the following payment terms;
 
(a)
Infinity, or its permitted assigns, incurring exploration expenditures on the Claims of a minimum of $100,000 on or before December 31, 2012 ( first payment extended to June 1, 2013); and
(b)
Infinity, or its permitted assigns, incurring exploration expenditures on the Claims of a further $125,000 on or before December 31, 2013; and
(c)
Infinity, or its permitted assigns, incurring exploration expenditures on the Claims of a further $125,000 on or before December 31, 2014.
(d)
Infinity further agrees to pay Surmi, commencing January 1, 2013 (first payment extended to June 1, 2013), the sum of $25,000 per annum for so long as Infinity, or its permitted assigns, holds any interest in the Claims.
 
NOTE 5 – DUE TO RELATED PARTY
The Company has received $50,002 as a loan from two shareholders of the Company. The loans ($48,092 and $1,910) are unsecured, payable on demand and bear no interest.
 
NOTE 6 – LOANS PAYABLE
On November 1, 2012, former officers of the Company forgave all debts owing to them by the Company for all advances/shareholders loans totalling $36,896.  All these sums are reflected as a credit to additional-paid-in-capital.

NOTE 7 – CAPITAL STOCK
On April 27, 2012 Infinity issued 90,000,000 common shares at a price less than par which resulted in reduction in retained earnings by $89,910..

On September 12, 2012, the Company entered into a Share Exchange Agreement (the ‘Share Exchange Agreement”) with selling stockholders named in the prospectus, pursuant to which the Company offered and sold an aggregate of 90,000,000 shares of common stock to all the stockholders of Infinity Resources, Inc., a Nevada corporation (“Infinity”).  As a result of the Reverse Merger with Infinity Resources Inc., Tap Resources, Inc. carried forward 280,920 commons shares, valued at $156,105 in net liabilities assumed of Tap Resources, Inc. prior to September 12, 2012. The net liabilities consisted of $511 in cash, $71,627 in accrued liabilities, $48,092 in related party advances and $36,896 in advances which were subsequently forgiven by the officers (see below).
 
On November 1, 2012, two third party lenders of the Company forgave all debts owing to them by the Company for all advances totalling $36,896.  All these sums are reflected as a credit to additional-paid-in-capital.
 
 
26
 
 
NOTE 8 – INCOME TAXES
For the years ended November 30, 2012, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At November 30, 2012, the Company had approximately $8,560 of federal and state net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2026. The provision for income taxes consisted of the following components for the years ended November 30:
 
Components of net deferred tax assets, including a valuation allowance, are as follows at November 30:
 
   
November 30
 
   
2012
 
Deferred tax assets:
     
Net operating loss carry forwards
  $ 2,996  
Valuation allowance
    (2,996 )
Total deferred tax assets
  $ -  
 
The valuation allowance for deferred tax assets as of November 30, 2012 was $2,996. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2012 and recorded a full valuation allowance.
 
Reconciliation between the statutory rate and the effective tax rate is as follows at November 30:
 
   
2012
 
         
Federal statutory tax rate
    (35.0 )%
Permanent difference and other
    35.0 %
 
 
27
 

ITEM 9A(T).  CONTROLS AND PROCEDURES
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:
 
- Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;
 
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with accounting principles generally accepted in the United States of America and receipts and expenditures are being made in accordance with authorizations of management and directors; and
 
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements.
 
Under the supervision and with the participation of our management, including our President and principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and principle executive officer, who also acts as our principal financial officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms.
 
Limitations on Effectiveness of Controls
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
 
Management’s Annual Report on Internal Control Over Financial Reporting
 
As of November 30, 2012 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal control over financial reporting were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
 
 
28
 
 
The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to the lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of November 30, 2012.
 
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods.
 
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated or plan to initiate the following series of measures.
 
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
 
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
 
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
 
There have been no significant changes in our internal controls over financial reporting that occurred during the period covered by this report which has materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
 
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.
 
ITEM 9B. OTHER INFORMATION
 
None

 
29
 
 
PART III
 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
The name, address, age, and position of our present officers and director is set forth below:
 
Name and Address   Age   Position(s)
         
Andrew Aird  
513 - 580 Raven Woods Drive 
North Vancouver, BC  V7G 2T2
  71   President, Treasurer, Chief Financial Officer and Chairman of the Board of Directors.
         
Ron McIntyre 
3675 Dollarton Hwy
North Vancouver BC V7G1A1
  64   Secretary
                                         
Andrew Aird has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Ron McIntyre has held his offices/positions since March 25, 2009 and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Our directors hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.
 
Officer and Director Background:
 
Andrew Aird, President, CEO, Director, Treasurer
 
Mr. Aird has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since November 8, 2006. Mr. Aird also served our as Secretary from November 8, 2006 until March 25, 2009. Mr. Aird is a Chartered Accountant (FCA) with a 30-year career in the printing industry, culminating as Director of Finance (International) of Canada's largest multinational business forms company. Since January 2008, Mr. Aird has been self-employed as an accountant with Sherobee Management Ltd. Mr. Aird’s desire to found our company and his background as an accounting professional led to our conclusion that Mr. Aird should be serving as a member of our board of directors in light of our business and structure.
 
Mr. Aird is not a director of any other reporting company.
 
Ron McIntyre, Secretary
 
Mr. McIntyre has served as our Secretary since March 25, 2009. Mr. McIntyre has management experience with technology companies and start-ups in the United States and Canada. Concurrently herewith, Mr. McIntyre also serves as the President, Secretary and Director of Kaleidoscope Venture Capital, Inc., a publicly-owned Nevada corporation, and the performance of such duties was Mr. McIntyre’s principal occupation and employment between 2008 and March 25, 2009 Since August 2009, Mr McIntyre has been self employed as an independent consultant providing business planning consultation to small companies.
 
 
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During 13 years with A.B. Dick Co., Mr. McIntyre held positions as Branch Manager and Pacific Zone Manager, and then transferred to California to commence branch sales operations in Sacramento.
 
For 7 years, Mr. McIntyre worked for NBI, first to start up operations in Sacramento, Vancouver and Victoria, and then stepped up to Western Regional Manager. He joined Consumers Software Inc. in 1989 as Director of Sales & Marketing and was instrumental in increasing software sales by 500% prior to the purchase by Microsoft.
 
In addition, Mr. McIntyre was the owner/operator of VIPaging Services, Ltd., a licensed paging company in British Columbia. He was also President and CEO of Visionary Solutions. Visionary Solutions markets and delivers Agresso business software to growth-oriented companies in the mid-tiered markets (US $25 million - $1,000 million in annual sales). Agresso is world class business software with more than 20 modules that include core financial, logistics, purchasing, project costing billing, payroll and human resources. On March 19, 1998, merger documents were signed for an Agresso take-over bid.
 
Mr. McIntyre also served as Vice President, Sales & Marketing, Director of IT, and Vice President of Operations for Aimtronics Corporation. During his tenure, he had direct responsibility for increasing revenues to Cdn $57MM in 1999, $105MM in 2000, and $154MM for 2001, and managing 250,000 square feet of manufacturing operations in two countries with more than 1,100 employees.
 
Mr. McIntyre’s background in management and sales led to our conclusion that Mr. McIntyre should be serving as a member of our board of directors in light of our business and structure.
 
Significant Employees
 
The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officers and directors.
 
Family Relations
 
There are no family relationships among the Directors and Officers of Tap Resources, Inc.
 
Involvement in Legal Proceedings
 
No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.
 
No executive Officer or Director of the Company is the subject of any pending legal proceedings.
 
No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
 
 
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ITEM 11.  EXECUTIVE COMPENSATION.
 
Our current executive officers and director has not and does not receive any compensation and has not received any restricted share awards, options or any other payouts. As such, we have not included a Summary Compensation Table.
 
There are no current employment agreements between the Company and its executive officers or director. Our executive officers and director have agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officers and compensate the director for participation. Our executive officers and director have the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
 
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company .
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED
 
STOCKHOLDER MATTERS.
 
The following table sets forth certain information with respect to the beneficial ownership of our common shares as it relates to our named director and executive officers, and each person known to the Company to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group:
 
Name and Position    Shares     Percent   Security
               
Andrew Aird
President and Director 
    180,000       .002 %  Common
                   
Officers and Directors as a Group      180,000       .002 %   Common
                   
Richard Alexander      50,000,000       55.5 %   Common
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.
 
 
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The Company has no formal written employment agreement or other contracts with our current officers and there is no assurance that the services to be provided by them will be available for any specific length of time in the future. Mr. Aird anticipates devoting at a minimum of ten to fifteen percent of his available time to the Company's affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.
 
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
During the fiscal year ended November 30, 2012 we incurred approximately $3,750 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended November 30, 2012.
 
During the fiscal year ended November 30, 2012, we did not incur any other fees for professional services rendered by our principal independent accountants for all other non-audit services which may include, but not limited to, tax related services, actuarial services or valuation services.
 
ITEM 15.  EXHIBITS
 
Exhibit
 
Description
     
2.1
 
Share Exchange Agreement dated September 12, 2012, by and between the Company and all the stockholders of Infinity Resources, Inc. (2)
3.1.1
 
Articles of Incorporation of Registrant (1)
3.1.2
 
Certificate of Change effecting 45-for-1 forward stock split (2)
3.1.3
 
Certificate of Amendment increasing authorized shares of common stock to 200,000,000 (2)
3.1.4
 
Certificate of Amendment changing name to Fresh Start Private Holdings, Inc. (2)
3.1.5
 
Certificate of Change effecting 250-for-1 reverse stock split (2)
3.1.6
 
Certificate of Amendment changing name to Tap Resources, Inc. (2)
3.2.1
 
Bylaws of the Registrant (1)
10.1
 
Mineral Rights Partnership Agreement dated May 30, 2012, by and between Infinity Resources Inc. (formerly named “Bravo Resources Inc.”) and Surmi Company N.V. (2)
10.2
 
Mineral Rights Partnership Agreement – Extension dated March 31, 2013, by and between Infinity Resources Inc. (formerly named “Bravo Resources Inc.”) and Surmi Company N.V. (3)
10.3
 
Mineral Rights Partnership Agreement - Extension dated June 1, 2013, by and between Infinity Resources Inc. (formerly named “Bravo Resources Inc.”) and Surmi Company N.V. (3)
21  
Subsidiaries of the Registrant
31.1   
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 
 
Section 1350 Certification of Chief Executive Officer
32.2 
 
Section 1350 Certification of Chief Financial Officer **
101.INS ***
XBRL Instance Document
101.SCH ***
XBRL Taxonomy Extension Schema Document
101.CAL ***
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ***
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ***
XBRL Taxonomy Extension Label Linkbase Document
101.PRE ***
XBRL Taxonomy Extension Presentation Linkbase Document
__________________
(1)  Incorporated by reference to the Registrant’s Form SB-2 (File No. 333-145979), filed with the Commission on September 21, 2007.
 
(2)  Incorporated by reference to the Registrant’s Form S-1 (File No. 333-185102), filed with the Commission on November 21, 2012.
 
(3)  Incorporated by reference to the Registrant’s Amendment No. 1 to Form S-1 (File No. 333-185102), filed with the Commission on July 29, 2013.
 
* Included in Exhibit 31.1
 
** Included in Exhibit 32.1
 
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 
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SIGNATURES
 
In accordance with the requirements Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  TAP RESOURCES, INC.  
  (fka Fresh Start Private Holdings, Inc.)  
       
Dated:  October 4, 2013 
By:
/s/ Andrew Aird  
    Andrew Aird  
    President, Treasurer, Principal Executive Office  
    Principal Financial Officer and Director  
 
 
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EXHIBIT LIST
 
Exhibit
 
Description
     
2.1
 
Share Exchange Agreement dated September 12, 2012, by and between the Company and all the stockholders of Infinity Resources, Inc. (2)
3.1.1
 
Articles of Incorporation of Registrant (1)
3.1.2
 
Certificate of Change effecting 45-for-1 forward stock split (2)
3.1.3
 
Certificate of Amendment increasing authorized shares of common stock to 200,000,000 (2)
3.1.4
 
Certificate of Amendment changing name to Fresh Start Private Holdings, Inc. (2)
3.1.5
 
Certificate of Change effecting 250-for-1 reverse stock split (2)
3.1.6
 
Certificate of Amendment changing name to Tap Resources, Inc. (2)
3.2.1
 
Bylaws of the Registrant (1)
10.1
 
Mineral Rights Partnership Agreement dated May 30, 2012, by and between Infinity Resources Inc. (formerly named “Bravo Resources Inc.”) and Surmi Company N.V. (2)
10.2
 
Mineral Rights Partnership Agreement – Extension dated March 31, 2013, by and between Infinity Resources Inc. (formerly named “Bravo Resources Inc.”) and Surmi Company N.V. (3)
10.3
 
Mineral Rights Partnership Agreement - Extension dated June 1, 2013, by and between Infinity Resources Inc. (formerly named “Bravo Resources Inc.”) and Surmi Company N.V. (3)
21  
Subsidiaries of the Registrant
31.1   
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2 
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1 
 
Section 1350 Certification of Chief Executive Officer
32.2 
 
Section 1350 Certification of Chief Financial Officer **
101.INS ***
XBRL Instance Document
101.SCH ***
XBRL Taxonomy Extension Schema Document
101.CAL ***
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ***
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ***
XBRL Taxonomy Extension Label Linkbase Document
101.PRE ***
XBRL Taxonomy Extension Presentation Linkbase Document
__________________
(1)  Incorporated by reference to the Registrant’s Form SB-2 (File No. 333-145979), filed with the Commission on September 21, 2007.
 
(2)  Incorporated by reference to the Registrant’s Form S-1 (File No. 333-185102), filed with the Commission on November 21, 2012.
 
(3)  Incorporated by reference to the Registrant’s Amendment No. 1 to Form S-1 (File No. 333-185102), filed with the Commission on July 29, 2013.
 
* Included in Exhibit 31.1
 
** Included in Exhibit 32.1
 
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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